Today we issued a press release announcing
that we entered into a definitive agreement to acquire the connected vehicle business of Agero, Inc. for $530 million in cash.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is furnished herewith.

Item 9.01

Exhibits.

(d) Exhibits.

The Exhibit Index attached hereto is incorporated
herein.

2

SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIRIUS XM RADIO INC.

By:

/s/ Patrick L. Donnelly

Patrick L. Donnelly

Executive Vice President, General

Counsel and Secretary

Dated: August 15, 2013

3

EXHIBITS

Exhibit

Description of Exhibit

99.1

Press Release dated August 15, 2013.

4

Exhibit 99.1

SiriusXM to Acquire Connected Vehicle
Unit of Agero, Inc.,
the Leading Provider of Connected Vehicle Services

Acquisition Positions SiriusXM as the
Leading Telematics Service Provider

NEW YORK – August 15, 2013 –
Sirius XM Radio
(NASDAQ: SIRI) today announced that it has entered into a definitive agreement to acquire the connected vehicle services business
of Agero, Inc. for $530 million in cash.

The connected vehicle unit of Agero is the leading provider of
innovative telematics services, offering safety, security and convenience services for drivers and end-to-end, turnkey solutions
for automakers. Following the acquisition, SiriusXM will provide connected vehicle services to more automotive manufacturers --
including Acura, BMW, Honda, Hyundai, Infiniti, Lexus, Nissan and Toyota – than any other telematics provider.

SiriusXM holds a unique footprint in vehicles from every major
carmaker, offering unparalleled audio entertainment and data services available in more than 50 million vehicles. Telematics and
connected vehicle solutions are key elements in the future of the auto industry. The acquisition of the connected vehicle business
of Agero establishes SiriusXM as the leading provider for services in this growing industry.

“The acquisition of Agero’s connected vehicle business
is a natural fit for Sirius XM. As the world’s leading provider of in-vehicle subscription services, SiriusXM is uniquely
positioned to offer world-class end-to-end telematics services,” said Jim Meyer, Chief Executive Officer, SiriusXM. “The
transaction accelerates SiriusXM’s development in architecture supporting connected vehicle services, as well as the ability
to provide services over both satellite and cellular networks. Agero’s connected vehicle team is known for their experience,
innovation and technology, and we look forward to welcoming them to SiriusXM as we work to capture the significant growth opportunities
in connected vehicle services.”

The transaction is subject to the expiration or early termination
of the Hart-Scott-Rodino antitrust waiting period and other customary closing conditions.

The transaction is expected to close in the fourth quarter of
2013.

Morgan Stanley acted as financial advisor to SiriusXM in connection
with this transaction.

###

About Sirius XM Radio

Sirius XM Radio Inc
. is the world’s largest radio
broadcaster measured by revenue and has more than 25 million subscribers. SiriusXM creates and broadcasts commercial-free music;
premier sports talk and live events; comedy; news; exclusive talk and entertainment; and the most comprehensive Latin music, sports
and talk programming in radio. SiriusXM is available in vehicles from every major car company in the U.S., from retailers nationwide,
and online at
siriusxm.com
. SiriusXM programming is also available through the
SiriusXM Internet Radio
App for
Android
,
Apple
, and
BlackBerry
smartphones and other connected devices. SiriusXM also holds a minority interest in
SiriusXM
Canada
which has more than 2 million subscribers.

On social media, join the SiriusXM
community on Facebook,
facebook.com/siriusxm
, Twitter,
twitter.com/siriusxm
,
Instagram,
instagram.com/siriusxm
, and
YouTube at
youtube.com/siriusxm
.

About Agero, Inc.

Agero is the leading provider of vehicle and driver safety and
security services, including roadside assistance, consumer affairs and claims management services. The company serves over 75 million
vehicle owners in partnership with leading automobile manufacturers, insurance carriers and others. Agero, a member company of
The Cross Country Group, is headquartered in Medford, Mass. To learn more, visit www.agero.com.

This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations,
products and services; and other statements identified by words such as “will likely result,” “are expected to,”
“will continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements
are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual
results may differ materially from the results anticipated in these forward-looking statements.

The following factors, among others, could cause actual results
to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: our competitive
position versus other forms of radio and audio services; our dependence upon automakers; general economic conditions; failure
of our satellites, which, in most cases, are not insured; our ability to attract and retain subscribers at a profitable level;
royalties we pay for music rights; the unfavorable outcome of pending or future litigation; rapid technological and industry change;
failure of third parties to perform; changes in consumer protection laws and their enforcement; and our substantial indebtedness.
Additional factors that could cause our results to differ materially from those described in the forward-looking statements can
be found in our Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the Securities and Exchange
Commission (the “SEC”) and available at the SEC’s Internet site (
http://www.sec.gov
). The information
set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward looking
statements as a result of developments occurring after the date of this communication.